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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
September 4, 2001
Date of Report (Date of earliest event reported)
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NEOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28782 93-0979187
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
157 TECHNOLOGY DRIVE 92618
IRVINE, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(949) 788-6700
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 4, 2001, NeoTherapeutics, Inc. ("NeoTherapeutics") issued a news
release regarding the repurchase from Societe Generale of all outstanding shares
of NeoTherapeutics' 7% Series C Convertible Preferred Stock (the "Series C
Preferred Stock"), the text of which is set forth in Exhibit 99.1 attached to
this report. The repurchase was finalized on September 19, 2001, at which time
NeoTherapeutics repurchased the remaining 30 shares of Series C Preferred Stock
for a payment of $356,049.94 representing the stated amount of the repurchased
shares plus accrued but unpaid dividends, together with an amount in settlement
of certain claims between the parties. In June 2001, NeoTherapeutics issued 200
shares of Series C Preferred Stock to Societe Generale in exchange for the
outstanding shares of the Series B Preferred Stock of its subsidiary, NeoGene
Technologies, Inc. ("NeoGene"), upon the exercise of certain exchange rights.
The Series B Preferred Stock was originally sold by NeoGene in December 2000,
together with warrants to purchase shares of NeoGene common stock and
NeoTherapeutics common stock, for $2 million. Societe Generale retained the
warrants under the terms of the repurchase. In August 2001, Societe Generale
converted 170 of the 200 shares of Series C Preferred Stock into a total of
482,635 shares of NeoTherapeutics common stock in accordance with the terms of
the Series C Preferred Stock. The foregoing description of the repurchase is
qualified in its entirety by reference to the Stock Purchase and Settlement
Agreement and Release, dated as of September 19, 2001, by and among
NeoTherapeutics, Inc., NeoGene Technologies, Inc. and Societe Generale, a copy
of which is attached to this report as Exhibit 10.1.
ITEM 7. EXHIBITS
Exhibits:
10.1 Stock Purchase and Settlement Agreement and Release, dated as of
September 19, 2001, by and among Registrant, NeoGene Technologies,
Inc. and Societe Generale.
99.1 Press Release dated September 4, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEOTHERAPEUTICS, INC.
Date: September 24, 2001 By: /s/ Samuel Gulko
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Name: Samuel Gulko
Title: Senior V.P. Finance and
Chief Financial Officer
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Exhibit
Number Document Description
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10.1 Stock Purchase and Settlement Agreement and Release, dated as of
September 19, 2001, by and among Registrant, NeoGene Technologies, Inc.
and Societe Generale.
99.1 Press Release dated September 4, 2001.